Legal Practice Notes

This guidance addresses the position before the Procurement Act 2023. It provides advice for public procurement exercises started prior to the Procurement Act 2023 ( PA 2023) taking effect on 24 February 2025. Procurements within scope that commence on or after that date are governed by PA 2023. Under PA 2023’s transitional and savings provisions, the former public procurement regimes continue insofar as needed for contracting authorities to complete and administer procurements begun before PA 2023 commenced (ie ongoing procurements). This Practice Note should be considered on that basis. For background reading, see Practice Note: Introduction to the Procurement Act 2023— PA 2023. Further practical guidance on PA 2023 appears under a separate subtopic, see: Procurement Act 2023—overview, which includes the Practice Note: Disclosure in connection with procurement challenges— PA 2023. Aspects of disclosure in public...

Introduction This Practice Note outlines the disclosure obligations for claims allocated to the fast track, and covers the rules and guidance where the claim form is issued on or after 1 October 2023, excluding personal injury and clinical negligence claims where different timetables apply. For general guidance on disclosure, see: Disclosure—overview. This Practice Note does not address claims governed by the Disclosure Scheme in the Business & Property Courts. For guidance on that scheme, see: Disclosure Scheme ( Business & Property Courts)—overview. For general guidance on disclosure in other tracks, see the following Practice Notes: Disclosure in the small claims track Disclosure in intermediate track cases Disclosure in multi-track cases The scope of a fast track claim The fast track provides a streamlined route for managing and taking lower value cases above the small claims ceiling to trial in the county court. Its...

ARCHIVED: This Practice Note examines the Jackson reforms to CPR 31.5 on disclosure that took effect on 1 April 2013. The reforms are intended to prompt the parties and the court, at an early point, to consider and decide the most suitable disclosure exercise for their case. Note: this Practice Note offers guidance only on the provisions brought in during April 2013. It does not give guidance on any subsequent procedural amendments (whether to the CPR or any other procedural rules). Nor does it address the implementation or interpretation of the April 2013 procedural updates, or any later updates. For guidance on the Jackson Reforms one year on, and on subsequent CPR updates, see Practice Note: Jackson Reforms—one year on [ Archived] and CPR updates—overview respectively. For information on disclosure after April 2013, see: Practice Note: Disclosure in multi-track cases. This covers the steps the...

Disclaimer under the Insolvency Act 1986 ( IA 1986) by either a liquidator or a trustee in bankruptcy (trustee): From the date of the disclaimer, it fixes the rights, interests and obligations of the company or the bankrupt/the bankrupt’s estate in relation to the disclaimed property. For a bankruptcy disclaimer, the trustee is released from any personal liability for that property with effect from the start of the trustee’s appointment. Other persons’ rights or liabilities are unaffected, save to the extent necessary to free the company or the bankrupt/the bankrupt’s estate from liability. Anyone who suffers loss or damage because of the disclaimer may prove for that loss or damage in the winding-up or the bankruptcy. The following should be noted regarding how the rights, interests and liabilities of the company or the bankrupt/the bankrupt’s estate are determined and the impact on third...

This ‘ How to’ guide sets out how to plan and prepare for a disciplinary hearing or meeting, as part of a fair conduct management procedure. When potential misconduct arises, the first step is to carry out a disciplinary investigation. After it finishes, the investigator evaluates the evidence and determines whether there is a case to answer, namely that: the employer has a clearly articulated rule, policy, procedure or standard that rule, policy, procedure or standard may have been breached by the employee if proved, such a breach could reasonably be regarded by the employer as sufficiently serious to justify a disciplinary sanction (it is normally not sensible to proceed to a hearing if, even taken at its highest, the alleged misconduct is plainly too trivial to warrant any disciplinary response) If satisfied that this threshold is reached, the...

Right to discharge A sewerage undertaker has no statutory authority under the Water Industry Act 1991 ( WIA 1991) to release water or other material from its drainage network onto another’s land or into the waters of others. As a result, any current discharge by a sewerage undertaker without the consent of the relevant land owner amounts to trespass. Historically, when sewerage functions were exercised by public bodies, those bodies benefited from an implied right to discharge under the Public Health Act 1875 and the Public Health Act 1936. Therefore, discharges made prior to 1 December 1991—the date when the pertinent provisions of the WIA 1991 took effect—remain lawful. For more information, see News Analysis: What facts define the cause of action in trespass? ( Manchester Ship Canal Company Ltd v United Utilities Water Ltd). The continuation of a...

Introduction This Practice Note forms part of our LLB Contract Law series, carefully tailored with law students in mind. It examines the doctrine governing the discharge of obligations, with particular attention to discharge by performance and by breach, setting these within the wider context of contractual termination. It considers the thresholds for valid performance, such as strict compliance, substantial performance, entire versus divisible obligations, and the importance of time clauses where relevant. It then assesses breach of contract in its forms (actual and anticipatory) and identifies when breach is grave enough to justify termination by the innocent party, with close treatment of conditions, warranties, and innominate terms. The Practice Note also tackles the doctrine of election, the perils of wrongful termination, and the effects of acceptance in sale of goods contracts. Throughout, it weaves in leading authorities and statutory rules to show how the law...

Advances in worldwide communications and mass media have produced concerted campaigns, for example through the Disaster Emergencies Committee ( DEC), to collect funds for people affected by natural and man-made catastrophes. The monies gathered are, for the most part, channelled via established charities that possess the infrastructure, contacts and expertise needed to deploy them well. The charities’ own aims, typically focused on relieving (and preventing) poverty and illness, are ordinarily sufficiently wide to include supplying the basic essentials for survival—such as rescue, food, medical care and shelter—that victims may need. A further development has emerged among international animal welfare organisations, able to draw on their existing resources for this purpose, to solicit donations to save and care for pets and wildlife caught up in a disaster whose needs might otherwise receive lower priority. Calamities can also strike closer to home, and an appeal for...

For overarching guidance on the special income tax and capital gains tax ( CGT) treatment of trusts for disabled persons, refer to Practice Note: Taxation of trusts for disabled persons—income tax and CGT. That Practice Note sets out how to make an election for the special income tax and CGT treatment. Reform Following HMRC’s consultations, notable updates have been made to the definition of a disabled person: The qualifying conditions have been broadened to include people in receipt of Personal Independence Payments for care or mobility at either rate, and to include those who receive the higher rate of the Disability Living Allowance mobility component. The previous anomaly that allowed a CGT-free uplift on the death of the disabled person for interest in possession trusts, but did not extend the same uplift to discretionary trusts, has now been corrected. Both...

Useful websites for Insurance & Reinsurance lawyers Regulatory architecture Bank of England Financial Conduct Authority ( FCA) FCA Handbook Financial Ombudsman Service Prudential Regulation Authority ( PRA) PRA Rulebook PRA— Solvency II European Insurance and Occupational Pensions......

Practice Note This Practice Note addresses the extra statutory and regulatory obligations that apply to UK listed companies concerning directors’ service contracts, drawing together the pertinent provisions of the Companies Act 2006 ( CA 2006), the Financial Conduct Authority’s UK Listing Rules ( UKLR) and the UK Corporate Governance Code ( UKCG Code) issued by the Financial Reporting Council ( FRC). It further signposts guidance from The Chartered Governance Institute ( CGI) and institutional investor best practice materials. All UK companies, including those with a listing, are subject to the requirements of CA 2006 in full......

The directors’ report plays a crucial role by giving shareholders insight into the company’s business that may not be evident from the financial information in the accounts. The framework for preparing the directors’ report is set out in Part 15 of the Companies Act 2006 ( CA 2006), which also specifies basic content requirements. More detailed rules on the content of directors’ reports are contained in regulations made under CA 2006, s 416(4). The exact obligations depend on the size of the company... Government withdraws draft corporate reporting regulations In October 2023, the UK government announced it would withdraw the draft Companies ( Strategic Report and Directors’ Report) ( Amendment) Regulations 2023 after consultation with companies raised concerns about imposing extra reporting requirements. Laid before Parliament in July 2023, the draft would have introduced several new corporate reporting obligations for very large UK...

This Practice Note sets out the statutory, regulatory and corporate governance regime for directors’ remuneration reports (including the directors’ remuneration policy), together with related practical guidance. Law and regulation The Companies Act 2006 ( CA 2006) and the Large and Medium-sized Companies and Groups ( Accounts and Reports) Regulations 2008, SI 2008/410 (2008 Regulations) require the directors of a quoted company to produce, annually, a remuneration report disclosing specified particulars of directors’ remuneration. Under CA 2006, a quoted company is a UK company whose shares are either listed on the Official List of the London Stock Exchange, listed in an EEA state, or admitted to dealing on the New York Stock Exchange or NASDAQ. The AIM market, the AQSE Growth Market (formerly NEX Exchange Growth Market), and overseas companies are not within the directors’ remuneration reporting regulations......

Declaration of a director's interests Any director who, whether directly or indirectly, has an interest in either of the following must, subject to limited exceptions, disclose to the other directors the nature and extent of that interest in line with the Companies Act 2006 ( CA 2006): a proposed transaction or arrangement with the company of which they are a director; or a transaction or arrangement already entered into by the company of which they are a director. For more detail, refer to the comprehensive Practice Note: Declaration of a director's interests—the statutory provisions. For practical help in determining precisely when an interest requires disclosure, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement. Some or all of the statutory rules on declaring a director's interests could also potentially extend to other companies and entities of various types;...

Released in June 2013, this guidance was issued by The Chartered Governance Institute ( CGI). It seeks to assist companies in comprehending and handling cyber risk effectively. It outlines the range of cyber risk categories that are relevant to companies and......

These resources comprise template Power Point slides that may serve as the foundation for one or more training seminars addressing directors’ duties and liabilities, with particular emphasis on the general duties contained in Part 10 of the Companies Act 2006 ( CA 2006). The materials are intended to support legal advisers, company secretaries, company members and directors in developing an understanding of the principal directors’ duties and liabilities, and they also include a link to additional useful materials and guidance. It is expected that trainers will use the slides as a practical starting point for their presentations and then adapt......

General duties of directors The Companies Act 2006 ( CA 2006) sets out many, though not every, obligations placed upon directors under case law and principles of equity......

The Companies Act 2006 ( CA 2006) Under the Companies Act 2006 ( CA 2006), any payment by a company to a director for loss of office that is linked to the transfer of the whole or any part of the company’s undertaking or assets must be sanctioned by the company’s members. Such director‑related arrangements demand shareholder consent because they are seen as especially susceptible to misuse. How these approval requirements sit alongside the wider statutory duties owed by directors is considered in Practice Note: Directors' duties—scope, nature, interpretation and application. Among those general statutory duties is the obligation on a director to notify the board whenever they have, whether directly or indirectly, an interest in a proposed transaction or arrangement with the company of which they are a director, and to disclose to the other directors the nature and extent of that...

Director disqualification A number of routes exist for removing a person from office as a director of a limited liability company. Most frequently, this occurs by reason of ‘unfit conduct’ while serving as a director of an insolvent company, pursuant to section 6 of the Company Directors Disqualification Act 1986 ( CDDA 1986). That said, further and less commonly used provisions within CDDA 1986 and the Insolvency Act 1986 ( IA 1986) also permit the disqualification of a company director. Whichever statutory route is relied upon, the effect on the disqualified individual is broadly identical and is explained in more detail in Practice Note: What is prohibited for a disqualified director? By virtue of CDDA 1986, s 7, applications for a disqualification order under s 6 are made either by the Secretary of State for Business and Trade ( So S) or, on the So S’s...

The Small Business, Enterprise and Employment Act 2015 ( SBEEA 2015) SBEEA 2015 received Royal Assent on 26 March 2015, introducing a suite of amendments and legislative clarifications aimed at ensuring the UK remains recognised internationally as a dependable and fair environment for business, while unlocking new chances for small enterprises to innovate and compete. These measures deliver a range of changes to companies and insolvency legislation. In this Practice Note we examine the provisions concerning directors’ disqualification, and how SBEEA 2015 specifically affects the Company Directors Disqualification Act 1986 ( CDDA 1986). The provisions impacting the CDDA 1986 appear in SBEEA 2015, ss 104–111 (note: we do not comment on SBEEA 2015, ss 112–116, which set out the position in Scotland and Northern Ireland). As to commencement, in accordance with SBEEA 2015, s 164(1), these provisions take effect ‘on such day as a...